DEF 14A: Byline Bancorp Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals

Byline Bancorp will hold its 2024 Annual Meeting of Stockholders virtually on June 4, 2024, to vote on director elections, executive compensation, and the ratification of its accounting firm.

Summary

• Byline Bancorp, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 4, 2024, at 8:30 a.m. Central Daylight Time.
• Stockholders of record as of April 10, 2024, are entitled to vote.
• The meeting will address the election of ten director nominees, an advisory vote on executive compensation, and the ratification of Moss Adams LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors recommends voting FOR all director nominees, the approval of executive compensation, and the ratification of Moss Adams LLP.
• Proxy materials are available online, and stockholders can vote via the internet, telephone, or mail.
• The Board met eight times during 2023.
• The overall diversity of the Board is 78%, with gender diversity accounting for 33% and race or ethnic diversity accounting for 67%.
• The Compensation Committee recommended an increase to the annual cash retainer (to $115,000), as well as an increase in the annual cash retainer paid to the Lead Director (to $25,000) effective January 23, 2024.
• As of December 31, 2023, Byline had 1,055 employees.
• The employee voluntary attrition rate was 13.5% during 2023.
• The CEO pay ratio is 35:1.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and informative tone. The positive financial results and strategic initiatives contribute to a slightly positive sentiment.

Positives

• The Board of Directors is diverse, with a focus on DEI initiatives.
• The company provides various benefits and professional development opportunities for employees.
• The company is committed to community and social impact, with employees participating in volunteer programs.
• The company has a clawback policy in place.
• The company prohibits hedging and pledging of company stock by directors and executive officers.
• The company achieved the highest level of revenue in Byline's history in 2023.
• The company delivered positive operating leverage as a result of increased revenues of 19.9% while continuing to invest in our businesses.

Negatives

• The document does not explicitly state any negatives.

Risks

• Certain stockholders are foreign nationals, and the company has commitments with the Federal Reserve that restrict its ability to engage in certain business transactions without the consent of the Federal Reserve.

Future Outlook

The Compensation Committee will review and adjust the design of the executive compensation program to ensure it remains aligned with business objectives, talent strategy, and market practices as the company continues to grow.

Management Comments

• The Board of Directors has determined that the proposals to be considered at the Annual Meeting as described in the attached Notice of Meeting and Proxy Statement are in the best interests of Byline Bancorp and its stockholders.
• For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote FOR each proposal to be considered.
• At Byline, we are a bank that believes in putting our name behind everything we do and were here to roll up our sleeves and help our customers write their stories.
• Our #1 core value, reflected in our Things That Matter, is our People, all of whom are encouraged to live out a shared purpose of making peoples lives better, helping businesses thrive, and strengthening the communities we serve.

Industry Context

The document provides insight into Byline Bancorp's corporate governance, executive compensation practices, and shareholder engagement, reflecting industry standards for publicly traded financial institutions.

Comparison to Industry Standards

• The document references a peer group of 23 companies used for benchmarking executive compensation, including 1st Source Corporation, Preferred Bank, and others.
• The selection criteria for the peer group include commercial banks and savings banks/thrifts listed on a national exchange, asset size between ~$5 billion and ~$14 billion, and a minimum of 40% of their loan portfolio in commercial business.
• The document also mentions the KBW Regional Bank Index (KRX) as a benchmark for performance share vesting.

Related Party Transactions

• Byline or one of its subsidiaries may occasionally enter into transactions with certain related persons.
• In the ordinary course of our business, we have engaged and expect to continue engaging through our bank in ordinary banking transactions with our directors, executive officers, their immediate family members and companies in which they may have a 5% or more beneficial ownership interest, including loans to such persons.

Stakeholder Impact

• Shareholders are asked to vote on key proposals, influencing the direction and governance of the company.
• Employees are impacted by compensation policies, benefits, and DEI initiatives.
• Customers and communities benefit from the company's commitment to community development loans and investments.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting on June 4, 2024, to address the outlined proposals.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Executive Compensation, Director Election, Moss Adams LLP, Corporate Governance, Risk Management, Stockholders, Byline Bancorp